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Following recent meetings with the major landholders within the revised potential rezoning area, we have been asked to prepare a budget cost that reflects the minimum expenditure required to prepare a preliminary case and justification to take to the State Government and associated Authorities for the rezoning of the proposed Urban Growth Boundary (“UGB”) land.

The aim of this preliminary stage is to assess the responsiveness of the Authorities to approve the potential rezoning prior to the landholders investing further monies into the rezoning.

The critical documents required for this purpose are a Preliminary Structure Plan and a Strategic Planning Overview of Coldstream and the Coldstream region. These documents provide the basic feasibility assessment for the rezoning case and can only be prepared by completion of the following works:

Economic and social assessments of greater Melbourne, other Melbourne growth areas, Coldstream and its surrounds;

Research on the likely demographic improvements and employment opportunities the development of the area would bring to the wider eastern suburbs;

Extensive research of the Melbourne property market and the growth areas that are currently being developed;

Completion of traffic and transport assessments, to assess the logistical constraints / opportunities of the area;

Investigation of the current town water, sewer, gas, telecommunications and electricity infrastructure to identify current capacities and expansion capabilities;

Initiation of a property survey of the potential rezoning area and surrounds to ensure that the new infrastructure can be accommodated.

The reports prepared from the above works will provide us with the critical data required to prepare our arguments that are central to the rezoning justification.

Once the Preliminary Structure Plan has been created and all the documents are correlated for the Strategic Planning Overview, only then can we approach the authorities (bureaucrats, not the politicians) and seek their input on the likely success of the potential rezoning.

It is envisaged that the above process will require approximately six (6) months to deliver (excluding the Christmas / New Year holiday period).

Notwithstanding that we have been requested to provide a budget for the above scope of works, we believe that providing you with a fixed price is a more appropriate undertaking to minimize the risk to all land owners.

Our fixed fee to undertake these works is seven hundred and fifteen thousand dollars ($715,000.00) including GST.

However, given the risk that the landowners are taking to decide whether to proceed with the potential rezoning, we are also willing to share in this risk.

As such, we are proposing to invest one hundred and sixty five thousand dollars ($165,000.00) including GST of our time into the above component of the project, effectively reducing the proposed fixed fee cost down to five hundred and fifty thousand dollars ($550,000.00) including GST.

However, for us to invest in this project, we need the project to proceed ASAP. As such, this investment can only be provided, based on the following conditions:

The project needs to get started, as we need to engage the required consultant team; therefore, we must be engaged by all relevant landowners, no later than Friday 22 December 2017. We will prepare our standard consultants’ service agreement for this purpose. Each owner will be required to sign the consultants’ service agreement.

The reduced fixed fee must be deposited into our lawyer’s trust account by Wednesday 31 January 2018, so the project can be started promptly after the Christmas / New Year holidays. We will make progress claims against the fixed fee in the trust account as the works progress. You will authorize our lawyer to release payments in accordance with the consultants’ service agreement for costs incurred.

Our final condition is that, upon confirmation by the authorities, either verbally or in writing, that they will consider the potential rezoning, all landowners must promptly enter into an owner’s cooperation deed to proceed with the potential rezoning as a matter of priority to ensure that we maintain momentum with the authorities.

It would be our pleasure to invest our one hundred and sixty five thousand dollars ($165,000.00) of equivalent time alongside your contributions totaling five hundred and fifty thousand dollars ($550,000.00).

However, if approval is provided after Friday 22 December 2017, our fixed fee will revert back to seven hundred and fifteen thousand dollars ($715,000.00) including GST.

The above fees are proposed to be divided on a square metre of land basis and between the land owners who confirm their agreement to proceed.

We await your timely advice whether you wish to proceed with the proposal offered. Please reply to this email to confirm your agreement to proceed so we can provide you with a copy of the proposed consultants’ service agreement.

As always, if you have any questions please call me on my mobile 0412 2000 21.

Thanks to all those who attended the information evening on Tuesday night (12 September 2017), the information evening was a great success with many valid questions being asked and answered.

Probably the single most important question asked related to the distribution of the value uplift after the rezoning and as the sale of land occurs. As such, we thought it would be useful to provide an example of how the distribution may occur.

Example of Land Owners Group Distribution

First, we need to use the assumptions made in the Information Document dated 12 September 2017 that was issued on Tuesday night.

Please note the disclaimer stated within the Information Document remains valid for the purposes of this example. The actual values will vary. The assumptions were:

Total land area participating in the rezoning being 1,027 hectares

Total expenses of $5,955,324 (this equates to $5,799 per hectare)

Revenue is $1.1m per hectare (as per the Wyndham Vale sale).

As we don’t know what your, and your neighbours’, property is currently valued at we will have to make an assumption for the purposes of the example as follows:

Example current market value $150,000 per hectare

Within the Information Document we said that this “current market value” will be determined by a registered property valuer for all landowners’ properties that are participating in the Owners Group.The only other relevant matter that we need to make an assumption about for the purposes of the example is how much of the land will be sold per year and for how many years?

We expect that a substantial quantity of the available land will be pre-sold subject to the rezoning occurring. Most property developers seek time from when the rezoning occurs until they settle the land purchase transaction so they can obtain a permit to subdivide the land, arrange development funding and to get pre-sales to satisfy the bank.

This means that the actual sales rate of land will vary each year.

It is our view that it is unlikely that it will take more than 10 years for all of the 1,027 hectares to be sold, however, for this example we will make the assumption of 10 years. To make the example simple, we will also conservatively assume that only 10% of the total land is sold each year even though we believe the majority of land will be sold in the first few years.

These assumptions are therefore:

10% of the total land is sold per year (e.g. 102.7 hectares per year)

Example timeframe of 10 years to sell all of the land

Based upon the above assumptions, let’s look at the distribution for year 1 (the first year) after the rezoning has occurred and only 10% of the land has been sold.

The above example is very simplistic and does not take into account such things as annual CPI increases to the land cost base and consultant fees or any interest earned on the monies held in trust.

For this example the distribution of revenue from the Owners Group would be $84,978 per hectare in the first year, with this being repeated each year for the 10-year period. This distribution would occur for all landowners participating in the Owners Group, regardless of whether they have sold their property or not.

The way the distribution works, it doesn’t matter whether you sell first or last, as long as you sell at some point, and so long as there are sales occurring annually, everyone wins every year until all the land is sold.

Obviously, the available distribution is directly linked to land sales and typically the percentage sold would be higher that 10% per annum in the first few years.

Benefits of the Owners Group

The purpose of the Owners Group is to:

To give the community the best chance possible of successfully rezoning the land;

Reduce the cost of the rezoning process for each landowner, the more landowners the cheaper it is;

Reduce the effort required by the landowners to proceed through the rezoning process;

Generate the highest possible value uplift for the landowners in the shortest possible timeframe;

Share the wealth equally, regardless of the new zoning requirement placed upon the land by the rezoning.Remember, not all land is developable; the basic rule of thumb is that approximately 50% of land will be required for non-residential purposes such as biodiversity and wildlife corridors, parks and gardens, heritage offsets, road reserves, municipal infrastructure, water catchment and retention basins etc. As such, if the land is successfully rezoned, an owner only has a 50% chance of their land being used for a high value land use.

It is in everyone’s interest to have the maximum amount of land included within the potential rezoning area and participating within the Owners Group. This will reduce the cost per hectare of land to fund the rezoning and will increase the amount of value uplift shared amongst the Owners Group landowners.

The more land participating, the greater the opportunity to increase developable land. A property developer is interested in developable land; the more housing lots or building area they can put on land, the more money they make. And the more money they can make the more money they can afford to pay for land.

The distribution process is critically important for you to understand. If I have not been able to clearly explain it above, please feel free to contact me at any time to discuss the process.

I also look forward to receiving any further questions you may have regarding the Information Document. If you can email me your questions by Sunday night (17 September 2017) I will respond to them early next week.

Executive Summary

1.1 Disclaimer

This information document is not legal or financial advice and has not been prepared to be either. It has been prepared to consider hypothetical opportunities and to investigate and comment upon the potential for changing existing land use zonings for value uplift purposes.

1.2 Context

Coldstream is an amazing area that has been “left behind” whilst the wider Melbourne community has grown and benefitted from urban planning and sprawl.

Coldstream has incredible untapped potential to provide a quality lifestyle for many people however its current boundaries prevent it from being appropriately utilised.

1.3 Opportunity

Rezoning a large tract of land to enable increased population and improved facilities will benefit the entire community. Improved services and facilities plus a phenomenal lifestyle can be created but only if the population of Coldstream supports the proposal.

Substantial tracts of land around Melbourne have been rezoned however Coldstream and its surrounds have been ignored despite the lifestyle potential, the existing infrastructure and the apparent desire of the greater community for improved facilities.

1.4 LEFTA Role

LEFTA are development experts. Through our network of contacts, we were approached to provide the necessary guidance and services to rezone land at Coldstream.

Initially we sought to identify whether there was general interest in rezoning land and, as there was substantial interest, we have prepared this information document and are hosting this meeting.

Should the property owners wish to proceed with the proposed rezoning LEFTA would undertake the lead consultant role, providing strategic direction and managing the consultant team for the rezoning process to completion.

1.5 Heads of Agreement

A Heads of Agreement (“HOA”) will need to be created that establishes the basis of the legal agreement to be entered into by the property owners.

The HOA is a non-binding document that simply identifies the terms and conditions intended by the parties for inclusion in a legal agreement that is subsequently enter into by the property owners.

Once all property owners have signed the HOA a legal firm will be selected to draft the Land Owners Co-Operation Agreement (“Owners Group”).

1.6 Project Delivery

The project will be delivered in stages with subsequent stages only progressing if the preceding stage is successful.

1.7 Budget

A project budget has been prepared that reflects the various stages.

1.8 Next Steps

Section 7 of this document provides a summary of the decisions that the property owners need to make.

In effect the property owners simply need to decide if they are willing to participate in a potential rezoning to obtain the value uplift for their land.

2. Context

Over the past few years a small group of residents have been lobbying Council to rezone a small area of land adjacent to the primary residential area of Coldstream.

As a result of the lobbying, in March 2016 the Coldstream Structure Plan was released (extract below).

The Coldstream Structure Plan will result in slight improvements to the primary area of Coldstream over a 10 to 15 year period, if the timelines within the Structure Plan are adhered to. Allowing some contingency for unforeseen circumstances, this is likely to be a 20 year objective.

It appears to LEFTA, as property development experts, that Coldstream has far more to offer than what the Coldstream Structure Plan proposes.

3. Opportunity

We envisage a substantial area of land being made available for new residential and commercial development, with a new and enlivened town centre to support an increased population and growing tourism in the region.

To be able to achieve this a substantial amount of land must be rezoned as indicated above. And when land is rezoned, it undergoes an uplift in value, usually quite substantially.

To achieve this value uplift at Coldstream there are three processes that must be addressed:

The current urban growth boundary must be relocated to incorporate the land being rezoned;

A new structure plan must be created for the expanded area; and

An amendment to the planning scheme being completed.

Similar to the process undertaken to achieve the 2016 Coldstream Structure Plan, liaison with key stakeholders will also be required. These key stakeholders include:

The Coldstream community;

Council;

State government; and

You, the landowners of the land to be rezoned.

To achieve the desired outcome there is a requirement to engage a number of expert consultants to create reports and relevant documentation to support an argument for rezoning. This requires an investment to be made to achieve the rezoning and the resultant value uplift.

There are three “next steps” required before the rezoning (and value uplift) process can commence:

A meeting of the relevant landowners must occur to discuss the opportunity and to agree on moving forward (today’s meeting);

To agree the basic terms and conditions around the owners coming together to undertake the rezoning; and

The formation of a formal Owners Group.

This may sound quite daunting, but not to us as this is what we do. We will assist you through the entire process from the above “next steps” all the way through to helping you receive your value uplift.

4. Heads of Agreement

To commence the project the property owners must enter into a legal agreement with each other. This agreement will govern the manner by which the process proceeds and how the process will operate.

The first step in achieving this is to agree the basic terms of such an agreement.

The Heads of Agreement (“HOA”) between the property owners will need to deal with the various components of the process from creation of the initial HOA to sale and settlement of the land to property developers.

Prior to commencing the legal drafting of the HOA, we will prepare an HOA document that proposes the basics of the agreement including LEFTA’s engagement.

4.1 LEFTA Scope

It is important that the property owners understand what LEFTA will be undertaking for them. LEFTA’s scope of services for the property owners will include:

Managing the formation of the Owners Co-operation Agreement (“Owners Group”);

Formulation of a project delivery strategy in conjunction with relevant consultants and the Owners Group;

Tendering, engaging, instructing, managing, directing, administering and supervising all necessary consultants on behalf of the Owners Group, that are required to undertake the various components of the project, including but not limited to:

Community liaison consultants;

Political consultants and lobbyists;

Urban planners;

Architects;

Infrastructure engineers;

Ecologists;

Environmental scientists;

Geotechnical engineers; and

Economic analysts.

Managing each stage of the project on behalf of the Owners Group;

Preparing and managing a communications protocol between all parties associated with the project including but not limited to:

Community;

Authorities;

Owners Group;

Consultants; and

Establishing and maintaining budgets on behalf of the Owners Group;

Administering all financial matters associated with the project and the engaged consultants; providing direction to the monetary trustee in relation to budgets, committed and expended funds;

Providing calendar monthly reports to the Owners Group (reports for the preceding month end are to be provided by the 7th of the following month);

Representing the Owners Group in negotiations with authorities; and

Representing the Owners Group in negotiations with property developers for the sale of land.

4.2 HOA

The HOA that we will create for the property owners will include:

The LEFTA scope of works (detailed above);

LEFTA’s terms and conditions of appointment (including confidentiality requirements for each party and that LEFTA will be utilizing an electronic document management system with the consultants for legal traceability and efficiency purposes);

The proposed Owners Group terms and conditions including methods for:

Formation of the Owners Group;

Determination of base/current land value of each property based upon current land use and market factors;

Collection of monies required to fund the project;

Sharing of costs incurred;

Disbursement of revenues received;

Removal of land holdings from Owners Group when boundary locations are determined by relevant authorities having jurisdiction over the process;

Dispute resolution;

Security of the individual Owners Group owner’s property interests over other Owners Group property owners’ properties;

Dealing with the death of a property owner, estate executors, company administrators, company liquidators, the ATO and other unforeseen circumstances;

Offers received for acquisition of owners’ land to be directed to LEFTA;

Dealing with severe hardship claims;

Dealing with owners’ properties being sold;

Dealing with property owners in breach of the Owners Group terms and conditions;

Proposed legal firm to represent the Owners Group;

Overall project intent and details of the process required including:

Community action plan (strategy);

Peri-urban process for urban growth boundary relocation;

Precinct structure planning proposal for allocation of relevant land to appropriate zoning;

Planning Scheme Amendment to change the current zoning to the proposed zoning;

No owner (current or previous) being able to object to any process being undertaken by the Owners Group;

List of all current landowners including:

Entity name;

Entity authorized representative;

Subject property address;

Postal address;

Primary contact phone number;

Alternate contact phone number;

Primary email address; and

Alternate email address.

5. Project Delivery

The project must be undertaken in stages to achieve the ultimate goal to sell rezoned land to a property developer/s.

Prior to commencement of the project, a strategy must be prepared and instigated for community information dissemination and for garnering widespread support.

5.1 Peri-Urban Process

This stage requires community research, preliminary studies of the subject land and surrounds, concept design, and economic impact analysis to determine the necessity for, and viability of, rezoning land to support the expansion of the urban area within and surrounding Coldstream.

Community support will be essential to the success or failure of the project at this time. The community strategy will be implemented and functioning at this time.

The Owners Group will be responsible for liaising with the greater Coldstream community to inform them of the benefits that will be created by the proposed rezoning.

Similarly, the Owners Group will be responsible for maintaining communication with the local councillors and state members of parliament regarding the desire to rezone the land and to ensure they are aware of the greater community benefits that will occur as an outcome of future development.

Although LEFTA will be liaising with the relevant authorities and politicians, it is the voting public (the property owners) that will have the greatest impact upon the politicians.

An ultra-high level (concept) rezoning proposition will be created to reflect the intent of the Owners Group. In creating a concept rezoning proposition some land owners may feel that their land is being underutilized or allocated a non-valuable use.

The distribution of revenue will be calculated over the entirety of the land holdings ultimately approved and distributed on an even basis as a parcel of land zoned for residential land subdivision cannot be developed without land zoned for parks, community services or water quality.

Political support must be obtained at all levels of government on a bipartisan basis to facilitate the seamless transition of land from one zoning to the next including the initial relocation of the urban growth boundary.

At the completion of this phase the urban growth boundary (“UGB”) may be relocated. The relocated UGB (“New UGB”) may exclude some land areas and land holdings from the initial Owners Group property owners’ holdings.

Where this occurs, those owners of land parcels excluded from the New UGB will be removed from the project. Any costs incurred by the excluded land owners will be reimbursed by the remaining land owners.

Where the New UGB is moved outwards and includes more land holdings, those affected land owners will be invited to join the Owners Group.

5.2 Precinct Structure Plan

Upon completion of the Peri-Urban process (required to create the New UGB), a Precinct Structure Plan (“PSP”) must be prepared to allocate certain proposed zonings over the land within the relocated urban growth boundary.

It is not envisaged that there will be any excluded land owners from the PSP stage as the New UGB will have already been defined. If the authorities require any further amendment to the New UGB that creates additional excluded land owners, they will be treated in the same manner as those in the Peri-Urban stage.

Where additional land is added back into the rezoning area (i.e. the New UGB is moved outwards), such land owners will be invited to join (or re-join) the Owners Group.

At completion of the PSP stage the relevant authorities will have reviewed and confirmed their acceptance of the proposed zonings and land uses, and of the methodologies for infrastructure servicing the entire precinct to be rezoned.

5.3 Planning Scheme Amendment

Upon completion of the PSP it will be necessary to undertake the actual rezoning process, called a Planning Scheme Amendment (“PSA”).

The PSA should include all land owners covered by the PSP.

This process requires a more detailed break-down of the PSP areas and creates development controls that will apply to all lands within the New UGB that the property developers will lodge permit applications upon.

This is the final stage of works that the Owners Group must undertake to complete the process.

5.4 Sale To Property Developer/s

As the process proceeds through the various stages, property developers will hear about what we are doing and will start to express interest in acquiring parcels of land to developed.

We believe it will be in the best interests of the Owners Group to wait until the PSA stage and to then promote an Expression of Interest (“EOI”) process to the property development market.

By waiting until the PSA stage before issuing an EOI to the market we are certain of the structure of the land its use and its zoning. We will have certainty regarding the actual zoning and the boundary (and therefore the area) of each zoned parcel of land.

Before the PSA stage, if the Owners Group was to consider selling land parcels, it would be difficult to contract with any certainty regarding the extent of the various zones of land and their particular area. The sales contract would require all sorts of mechanisms for valuing land based upon the actual area of the various zones of land achieved after the PSA has been completed.

Effectively, selling the land early to property developers still requires waiting until the PSA is complete before the sale can be completed.

The only exception to this would be if a single property developer made an offer to purchase the entirety of the land in one transaction.

6. Budget

6.1 LEFTA Remuneration

LEFTA manages the rezoning process on behalf of the Owners Group and is paid a monthly fee throughout the project.

Upon completion of the rezoning process and divestment of the properties to one or more property developers, LEFTA becomes entitled to a proportion of the value uplift achieved to be paid as a success fee. This success fee is not payable unless the rezoning occurs meaning that LEFTA is incentivised to ensure that the rezoning occurs.

The project will be delivered progressively in stages. What this means is that costs detailed in the budgets will only be incurred progressively as each stage is completed.

Following is a staged budget for the delivery of the proposed rezoning. LEFTA’s fees are included within the item noted as “consultants’ fees”.

6.2 Owners Co-Operation Agreement

The first task to be undertaken is the preparation and execution of the Owners Group documentation.

Initially LEFTA will prepare a HOA for each property owner to review and sign. Please keep in mind that the HOA is not legally binding and only represents a moral obligation for other parties to also commit to the preparation of the legal documentation that results in the formation of the Owners Group.

There will be substantial liaison between LEFTA and the property owners and LEFTA and the lawyers preparing the Owners Group documents.

As part of the Owners Group documentation it will be necessary to obtain valuations of all properties from a single independent property valuation firm to provide a base value case from which value uplift will be determined.

The GST inclusive budget for this stage includes:

66 property valuations at $1,650 each $108,900.00

Legal fees $55,000.00

LEFTA fees $44,000.00

Total budget $207,900.00

The area identified within this document for potential rezoning totals approximately one thousand and twenty-seven (1,027) hectares. There are sixty-six (66) property owners within the nominated area.

On a per-property basis the budget contribution would be three thousand one hundred and fifty ($3,150.00) each. On a per hectare basis this would be two hundred and two dollars and forty-three cents ($202.43) per hectare.

Prior to appointment of the lawyers for this stage, all property owner contributions must be deposited into the trust account of the legal firm drafting the Owners Group documentation.

6.3 Peri-Urban (Urban Growth Boundary Relocation)

Following the Owners Group formation, the rezoning process can commence.

The first stage of the process is formulating a strategy and creating relevant documentation necessary to relocate the current Urban Growth Boundary.

In preparing this budget we have been conservative in our outlook on the potential time it may take for this process to occur. Our budget is based upon a three and a half (3.5) year timeframe.

The GST inclusive budget for this stage includes:

Consultants fees $2,860,894.00

Community liaison $174,900.00

Contingency $303,579.00

Total $3,339,373.00

On a per hectare basis the budget contribution would be three thousand two hundred and fifty-one dollars and fifty-eight cents ($3,251.58) per hectare.

The Peri-Urban process is the most detailed and has the most extended duration of any stage. It is the most difficult stage and carries the most risk as should this stage fail there can be no rezoning.

Should this stage be completed earlier than expected there are likely to be cost savings applicable to the budget.

Prior to commencement of this stage, all property owner contributions must be deposited into the trust account of the legal/accounting firm.

6.4 Structure Plan (Precinct Plan)

Following a successful relocation of the Urban Growth Boundary, the next stage is creation of a precinct plan that identifies, at very high level, what the proposed land uses will be within the newly relocated Urban Growth Boundary.

In preparing the Peri-Urban proposal a substantial amount of the work required to be undertaken for this stage will have already been considered.

Notwithstanding the advanced state of the documentation it will still be necessary to create the appropriate documentation to facilitate the precinct plan.

The budget proposed includes a twelve (12) month period to prepare the precinct planning documentation and to have it approved.

The GST inclusive budget for this stage includes:

Consultants fees $1,041,769.00

Community liaison $52,800.00

Contingency $109,457.00

Total $1,204,026.00

On a per hectare basis the budget contribution would be one thousand one hundred and seventy-two dollars and thirty-seven cents ($1,172.37) per hectare.

As with the Peri-Urban stage, should this stage be completed earlier than expected there are likely to be cost savings applicable to the budget.

Prior to commencement of this stage, all property owner contributions must be deposited into the trust account of the legal/accounting firm.

6.5 Planning Scheme Amendment

The Planning Scheme Amendment is the final process required to complete the rezoning process. In this stage, the precinct plan is further dissected and detailed planning of the various zones within the new Urban Growth Boundary are explored with various design and development overlays formulated.

The budget proposed includes a twelve (12) month period to prepare the planning scheme amendment documentation and to have it approved.

The GST inclusive budget for this stage includes:

Consultants fees $1,041,769.00

Community liaison $52,800.00

Contingency $109,457.00

Total $1,204,026.00

On a per hectare basis the budget contribution would be one thousand one hundred and seventy-two dollars and thirty-seven cents ($1,172.37) per hectare.

As with the precinct plan stage, should this stage be completed earlier than expected there are likely to be cost savings applicable to the budget.

Prior to commencement of this stage, all property owner contributions must be deposited into the trust account of the legal/accounting firm.

7. Summary

The recent sale of approximately three hundred and sixty-three (363) hectares of land in Wyndham Vale VIC for a reported four hundred million dollars ($400m), as reported in the Australian Financial Review on 10 July 2017, equates to approximately one million one hundred thousand dollars ($1.1m) per hectare and provides some guidance on the potential value uplift that can be achieved with rezoning.

After establishment of the Owners Group and assuming that all budget values proposed for each stage, including the contingencies, are expended, the total expenditure required to deliver the rezoning is:

Stage 1 $3,339,373.00

Stage 2 $1,204,026.00

Stage 3 $1,204,026.00

Total $5,955,324.00

On a per hectare basis the budget contribution would be six thousand three hundred and ninety-one dollars ($6,391.00) per hectare.